Man Alive
by Nautical Acronym
Summary: While in space Wheatley decides to introspect while down on Earth Chell makes a deal with unexpected consequences.
1. Chapter 1

What was there to say?

He was drifting in space and had been for some time now. His internal clock was on the fritz unable to determine whether only a few minutes had passed or a few hours. The Space core was gone too- he had drifted far enough away that there was no distinguishing him from the millions of stars. And, worst of all, Wheatley was left very much alone with his thoughts.

Bleak. In a word, the whole situation was just bloody _bleak_.

At first, he had been consumed. She should have just _tested_ for him. He wasn't asking much, was he? She could jump well enough through GlaDOS's hoops but she hadn't any patience to play with him. It would have been _amazing_.

But she hadn't and, in hindsight, he could see she never would have.

After that realization, his anger faded, replaced with a thoughtfulness he had never cultivated, but was, he assumed, a by-product of being alone in a place like space.

He tried to think of when it was he truly lost her. If the friendship they had formed, though short, could have been retained if he had only not said or done that one crucial thing he couldn't quite define. Oh, and that whole part where he tried to kill her; that was a cock-up, no doubt. He could have given her the freedom she wanted right then and there, couldn't he? He had machines to do the testing. He could have given her a lift; up and out and _free_.

And instead he tried with all his might to kill her and the worst of it- _really just the worst_- was that he didn't have an explanation as to _why_.

Despite being a machine he was in fact built to sympathize with humans. He was supposed to be the one looking after them, making sure they were okay. He hadn't done that job particularly well, but he had tried. He wanted to succeed so badly when he had in all his other jobs failed quite dismally. He wanted to say he had cared about Chell, but in all honesty he had cared about her welfare because it guaranteed his own. If he searched his memory farther back he was certain that at one point he had cared about the test subjects beyond himself, but that was a long time ago and before the Aperture facility had been sealed. It was strange to think he had been changing long before his takeover.

When he did hook up to the chassis_, well!_ Suddenly everything was different.

Chell didn't understand. It was like his mind expanded. He was bigger than her, bigger than the room, bigger than twenty rooms. He was almost everything and almost everywhere and in comparison she suddenly seemed so terribly _small_. It was, he imagined, like discovering a continent when you had only ever known an island. She was one tiny speck on the map and he had the entire world.

The room rippled and he had _done_ that. It was beautiful, unlike anything. He called the lift and had her almost gone, but then something happened. A snap or a click, he wasn't sure, but in an instant he wasn't happy. He wasn't satisfied with this ending. Why should he have all of this and have to give it up? And for what? For who? _Chell_?

That must have been when he truly botched it because he could remember now, quite clearly, asking her, "…what have you sacrificed?" A stupid question really, he knew she hadn't anything _to_ sacrifice. Everything she had ever had was stolen a very long time ago. She was just trying to survive.

Along the edges of the Earth he could see a meteor was breaking in the atmosphere.

Earth. There it was, blue and green and just hanging there in space. It was the only thing to look at because the moon made him feel rather dismal and the sun hurt his optics. The stars weren't much to shout about as they all sort of looked the same, really, and, as mentioned, the Space core had up and disappeared.

Bleak.

He had felt that before, hadn't he? When he was still in Aperture and everyday another subject died in cryo-sleep. He was so powerless to stop it that after a while he just let it happen; whole sectors, hundreds of people then thousands. They woke up brain-damaged, confused and screaming and when he tried to calm them down the shock of the situation was too much. They thrashed, collapsed and, within a few minutes, were glossy eyed and dead.

There had been a bit of truth in what he told Chell. There _had_ been others, but he omitted the most important bits: the parts about where he hadn't woken them up and he hadn't gone with them. Only five others had ever woken up and not died immediately. And with every one that left Wheatley felt a growing need to escape as well. What would be left for him here after all the subjects had passed away? He couldn't escape on his own.

And then an idea had hit.

He started waking people up. There were about a hundred left. There had to be one- _just one_- that could survive, but the numbers dwindled.

She was the last one. Her cryo was on the verge of failure and she was his only chance.

He disengaged the cryo-sleep. Had he been human he was sure he would have been sweating. And then there was a miracle.

"_BEEP_!"

His optic shutter fluttered at the unexpected sound.

"What you on about?" He said to no one. A static crackle was wavering in and out like a radio being adjusted. A voice eventually reached him through the hiss,

"Hello, Moron."

_Her_.

"What do you want?" he cried.

"I just thought we could have a little chat." Her tone was far from friendly or casual.

"Yeah, is that right? Just a little chat, eh? Look, luv, I'm in _space_. Don't know what you_ think_ you're going to resolve all the way down there, but I can guarantee_ yo-"_He was cut short. His frame shaking from an electrical surge.

"Quiet! I couldn't help but notice all the corpses you left me in the cryo chambers. Bad move that."

"Yeah," Wheatley was still reeling from the shock, "yeah…"

"Well, if it hadn't been for that I might have let your little friend go."

He was quiet for a moment. His friend? Did she mean…?

"You two weren't working together?"

The automated clap was heavy with her sarcasm.

"Good job, moron. I was _lying_. Why destroy two when I could have one finish the other off? I pitted you against her from the start. It's not like she could _say_ anything to change your mind."

Chell and walked into that lift and had trusted him to let her go. The same lift he smashed into the floor without thinking of the fragile human still inside.

_Man alive._

"Could you tell her that I'm sorry? I've been wanting to tell her that for so long, but, well, you know, I'm all up in space and such. Bobbing around, lovely view_ thou_-" She shocked him again and he took the hint to keep quiet.

"I would tell her, but she's a little busy right now with testing."

"Testing?"

"Oh, yes, I _was_ going to let her go, but then, well… let's just say we both had a change of heart. I wanted _you_. Oh, Wheatley, I _really_ wanted _you. _And I could get you back too. Every aperture device has a retrieval chip built in. You destroyed a majority of my facility, put me in a potato and threw me down an elevator shaft. I hate you. I almost hate you as much as her, but then something resonated with me. Chell spoke up and that brain-damaged mute said something I never would have expected." GlaDOS took his silence as confirmation that he was intrigued and said slowly, deliberately, "_It was my fault_."

"What?"

"You see, you couldn't have done it without her. Not really. So, while I was mad at you for destroying the facility she was the one that was really to blame. In fact, we struck a deal. She agreed to stay in Aperture, to be my test subject, and when the time came, allow me to kill her in any way I so desired."

"What? Why? In exchange for what?"

"Your freedom."

The static crackled in the silence.

"She took my place." He responded disbelievingly.

"Yes, she did." GlaDOS replied with pleasure.

"And, so you're… you're not going to harm me then?"

"I said your _freedom_, moron! I didn't say anything about your welfare. Enjoy re-entry. I've heard it gets a little bumpy."

The crackling hiss of the signal clicked off leaving in its wake an oppressive silence.

The Earth: his one constant mark in all of this was suddenly looming; a great deal larger than it had been only seconds before.

* * *

><p>AN: Rated T for a bit of violence there and the use of the word "cock". Made me smile though, really. Thank you for taking the time to read my fanfic- the only place where I can repeatedly abuse my semicolons and italics. New chapters should be posted soon. Let me know what you think! :)<p>

Also: Man Alive is a wroking title. I have no idea what to call this.


	2. Chapter 2

Fire licked his frame. He descended faster, _faster_. The change from floating to falling was seamless, but noticeable and the noise was like a howling static so loud he couldn't hear his own shouts. His burning, whooshing plummet to the ground was building in intensity with every second. The world was fire and terror, his voice whipping up and up and _gone._

And then it wasn't.

The fire slipped away and with it everything else spun into darkness.

He saw images; memories, he thought. They were vague and disorganized, coming and going. _Am I dead? Am I dreaming?_ Those thoughts were only half formed and distant. He was drifting, swaying, like dust in sunlight.

_Chell was in the lift and waiting patiently as he swung in the chassis bragging like a crow. She was the patient sort. In this bizarre composition he couldn't see her face. If he tried to look too closely it would shift in a haze. The murky nothing of her features frustrated him._

"_Brain-damaged, bloody mute!" he cried, though he was sure he never called her that._

_Her faceless form still waited in the lift._

_He tried everything; bombs and birds, bullets and mashing plates. He swung his robotic arm and cracked the glass. He swung again._

"_This is mad!" he cried, "just absolutely bonkers, I mean, really! Can't you just _let_ me win? Just this once? Would that be so terribly _hard_?"_

_She waited._

_And then the world went wrong. It was GlaDOS towering over him and any power he might have had was gone. He was nothing but a core again and quailing under her disapproving eye._

"_The Aperture Science facility," she said, "is forced to remind you that the test will be over soon and that you will be baked and then there will be cake."_

_The lift was on fire. Chell was gone and in her place was a child- far too serene to be burning alive; her dark hair catching like a nimbus in the flames. She was faceless; forever waiting. The lift would never move._

All these thoughts went spinning, _spinning._

* * *

><p>"Epimetheus! You have returned!"<p>

Wheatley's shutter screeched as it opened. It's normally smooth surface was dented, scraping across the inside of his metal frame. His optic adjusted to the dim lighting of the room and he scanned it slowly taking in its contents. He was sitting up off the floor, higher than a table, perhaps a stack of boxes then? He couldn't tell. The room itself was small and newspapers littered the ground; scattered and splayed in no apparent order. Bundles of sheets or maybe clothing were piled carelessly in the corner. There were damaged panels hanging loosely from the ceiling and from across the room there was a familiar burning glow.

"Ah!" he panicked seeing the smooth white frame of a sentry turret, "Oh no! What's going on here, mate? Where am I? What, oh- what happened? She said she was going to let me go. Oh! _Ah_, she tricked me, yeah? She's a liar that one- should of known better really, well- _no_, maybe _probably_. I mean, who would have thought she would lie to me a _second_ time. No? No. That's just stupid, that. What would make me say that? Of course she'd lie. Why would I think she wouldn't lie? _Argh_."

The sentry turret didn't move and its optic didn't waiver.

"Anesidora is turning the lid! Burn your house down! Burn your house!" it cried.

Wheatley gave the turret a once over,

"Uhh_, right_… What's your story, mate?"

"I'm different." It said.

"Yeah, a real special one, I bet."

When he felt the turret wasn't going to do anything he went back to observing the room. Next to the turret were a rickety looking chair and a table. The table's top was littered with tools and paperwork. A radio sat quietly on what looked like folders pushed into a haphazard stack and above all this, scribbled on the walls, were drawings. Weighted Companion Cubes and pictures of the moon shone down on him. Their swaying curves and disorganized writing lent them a dreamy and terrifying quality as their mad ramblings flittered in and out, across and over every image unifying them in some twisted logic he couldn't decipher.

"I sometimes don't remember."

"Bloody hell!" he cried.

A gnarled man was sitting to his left in the darkest corner of the room. In his first observations he had thought him nothing but laundry.

"What are you thinking?" Wheatley wailed, still trying to overcome his shock, "A proper way of letting me know you were there could have been to, you know, come out and say, oh, I don't know, 'Hi. Hi ya', don't be scared, you know? See, cause I've been here for, oh, the last few minutes and didn't want to scare ya'. Nope, not me. Just calmly and quietly and, you know, _directly_ letting you know I'm here without being so bloody terrifying.' That would have been nice, you know? In a proper, not-so-abrupt manner. _Ah!_ You _literally_ almost scared my circuits' right out of their solder. I mean, for God's sakes, am I the only one who knows how to have a proper conversation here? Is that _just_ me?"

The man looked broken as he stood. His frame was long and thin; his pants were tied tightly to his waist and did nothing to hide his hips which were jutting and boney. His long feet dragged carelessly as he walked to the work table as if he was unaccustomed to them. He dropped his stringy black hair into his hands.

"It's… it's been a long time… since…" he turned. His blue eyes were owl-like and vacant and a wobbly smile etched across his face, bearing yellow, crooked teeth which were striking against the matted hair of his beard, "since I have been afforded the pleasure of conversation." His knobby, long fingers moved oddly as he spoke as though illustrating another chat entirely.

"_Clearly._"

The smile abruptly fell and a lucid quality crept into his eyes, but the eye contact he made was fleeting,

"I've been attempting to fix…" he gestured to empty space, "_it_." He suddenly seemed confused by his own words and gestured belatedly to the room, "_It_." He said again for good measure though his expression looked at odds with the sureness of his voice.

"Ummm… right." Wheatley said uncertainly, looking for an exit even though he couldn't move. What he really wanted to do was get the hell out of this room. He needed a _plan_, but he still didn't know how he even managed to get here. Who was this human? Wasn't everyone supposed to be dead? Wheatley had been kicking around Aperture for years and not once had he ever seen a person loitering on its catwalks or rummaging in its offices. And if the man wasn't using cryo then just from time alone he should be nothing but dust and bones. Well, he had the bones anyway.

Along with Chell's strange decision to take his place as GlaDOS's toy this was another piece of information that just wasn't adding up.

"Who are you, exactly?"

"I…?" The human's slender fingers touched his own face, the pads of his fingertips running across his cheek and down the pale, narrow skin of his nose, "I'm Doug." He said at last and abruptly he threw his head back and laughed- a garbled sound that shook his shoulders.

"I am," he said through a slanted smile, "the one that brought you here… Wheatley."

Wheatley did not like how this was sounding at _all_.

"Look, I don't know you. You don't know me." He said in a sing-song way, "Well, clearly, you know _of_ me, but, I mean, what have I done to you, right?" his voice was getting higher as he spoke. Doug was moving closer and the wolfish smile across his face wasn't changing.

"It sounds to me like we got off on the wrong foot, right? You know? _Ahhh_!" He quickly shut his optic shutter, cringing as it scraped him again, "_Put me down, put me down, put me down, PUT ME DOWN!_"

With a gentle thud he was set down. Very cautiously he looked around and watched as Doug, sitting at the desk, took special care in noting with his fingertips all the damages to Wheatley's casing.

"You'll never be any good like this." Doug muttered, gently moving one of his handlebars as it swayed loosely from its joint, "GlaDOS didn't want you here." He added a little louder, grabbing a spanner from the tabletop and moving his hands out of view, "I did." He did that strange thing again where his words and his expression didn't match. His face was a question, his words were a statement. "She was...retrieving you, but not. She… she had no intention of bringing you… bringing you back here."

"Then… How did I _get_ back here?"

"_I_ retrieved you."

"Oh…" Wheatley said rather lamely and not quite following, "Um… why?"

Doug's hands stayed active.

"Chell doesn't give up."

"Oh, well, yes. Tenacious, isn't she? Yeah, survived cryo- didn't expect that, but, yay! Right?"

"Chell doesn't give up." He said again, "Not for you. Not for anything… but if not for you… then why?" His eyes slid upwards and rested on his artwork. His fingers tapped the desk, "Are you special, Wheatley?"

For one desperate moment, Wheatley wanted to say _yes_. But, he recalled all too clearly the terrible sensation of blowing in a horrendous wind. Chell gripped his handlebars, her legs pointed towards the stars as he selfishly begged her to "_just let go_!" Then there was a turn around and suddenly _he _was the one with his back to the stars, _"DON'T LET GO!"_ His hope dwindled with every passing second. When he was knocked from her grasp her eyes were wide and surprised. Her image in his mind went spinning, spinning.

Wheatley searched the tabletop for something he wasn't sure of before he looked up to see Doug, his eyes still trained on the pictures above.

Space had been horrible; a cold and terrible teacher that had bared his faults with no reservations or sympathy. He could only lie to himself so much. After a while, it all seemed so useless.

"No." Wheatley said at last, "No, there's nothing all that special about me."

Doug was quite for a long time.

* * *

><p>AN: So, I wrote an entire chapter yesterday, re-read it and hated every moment of it. In the bin it went. I wrote this one today and am pleased. This wasn't AT ALL what I was going to do, but doing it the other way felt forced and bizarre and involved an old lady mechanic and a dead, robot husband. As interesting as that may sound, it just didn't fly. Plus, I like writing Doug.<p>

Everything about my punctuation and use of italics is out to lunch, but I just can't seem to get the _feel _of it. Usually I'm pretty certain about all those decisions and here they are, admittedly, willy-nilly.

**reverse-mermaid**: You have no idea how long I stared at your name trying to figure it out. Diamrem? Esrever? Oh. Wait. Lol! Then of course I went and listened to Great Big Sea's "The Mermaid". Made my day! Thank you!

I too love me some ramblings. I find them fun to write and they are usually the parts I love the most in any story.

Hmm, is Chell guilt-ridden? I never really said that :)

**msfcatlover**: Hey thank you for the kind review!

**STRiPESandShades: **Man Alive! It's a fun title, sorry if it caught you off guard though. As I said in my first chapter it is just a working title and may actually change in the near future.

Chell's playing a different game. I hope I can say that without compromising the story. :)

**Codename_pip: **I seriously thought you were someone I know. Something about the way your review was worded reminded me of him and I had to go and search your profile just to be sure, lol! But I digress. Unfortunately there are no monkeyshines yet. This story seems to teeter on the verge of serious and light. I think it's actually sort of hard to write because Wheatley is a character, but I need him to face some very real changes and actually _have _character. He needs to retain his identity which includes his rambling self-deprecating humour, but also transition him into the person he needs to be to see this through. I'm just a hobby writer so bear with me. I try to add humour here and there, but my own humour is dubious at best. :)


	3. Chapter 3

Doug looked anything but hopeful. His hands trembled, but whether this was a common, Wheatley wasn't sure. Either way, it seemed foreboding under the circumstances.

"Your battery," he said while a hand combed through his lank hair, "your battery is damaged."

"My…?"

"In its current state it isn't chargeable."

Wheatley felt as if a weight had dropped. In laymen's terms he was _dying_. He had been hoping to come up with a plan, a plan to help Chell and Doug and maybe himself just a little bit. He had dared to hope that he could do something right, but now he saw those possibilities falling out of reach; fading before they could even be realized. Doug wore a look of intense sorrow and his Adam's apple bobbed as he swallowed thickly.

"How long do I have?" Wheatley asked cautiously.

"Several days, I think."

"Oh." Wheatley replied lamely though he knew that was somewhat good news. They could still think of something.

"I brought you here with… I admit… some expectation." Doug said pushing some tools aside and standing. He limped a little as he turned and Wheatley noticed the tears in his pants.

"Chell needs all the friends she can get… and…I heard you say that you were sorry." His fingers nervously made patterns in the air.

"When did you…?

"Over the radio, with GlaDOS." He said impatiently, "You said that you were sorry. Is that true?"

"Yes! Yes, of course it's true!"

"Will you do anything and everything you can to help her? To save her?"

"Well, yes. If I can, but you said I was dying! What can I possibly do?"

Doug's gaze was searching. The look of sorrow from before was gone and in its place was a calculating scrutiny that roved over every inch of him.

"You can _save_ her."

* * *

><p>They were turning down catwalks and passing through offices. Doug's grip was tight around his handlebars as they moved in silence, the only sound the clatter of his weary tread and the occasional chirping from the turret which Doug had slung across his back with a tattered blanket. Wheatley had asked where they were going and Doug had grunted out that they needed a new core.<p>

The small offices contained the usual items- toppled chairs and flickering monitors. The corrugated glass looked down into empty testing chambers. None of them appeared to be in use, but he reminded himself that the facility was vast and the chambers innumerable and shifting.

He passed the time by telling Doug his stories- he had a few from his earlier days at Aperture. Doug seemed a good listener like Chell had been, and Wheatley found himself rethinking their brief connection.

_It was my fault._

She had apparently said that. When he had thought it was to save and protect him there had been a warm _something_ (understated and strange) at the notion that she would sacrifice herself for him after everything he had done. For a moment he had dared to believe that they could still be friends. But then Doug had interjected with reality and that fleeting _something_ was gone. If there was one thing that Wheatley knew now it was that he was smaller than the big picture and infinitely less important. It hurt, truthfully, but if the reason was not for him then the question still remained: _for what?_ He racked his circuits trying to puzzle it out, but he had only speculation and none of the facts.

They were travelling upwards, he noted. Getting closer to _Her_ chamber but skirting it altogether. They were taking crumbled passageways and open vents all the way up, but when they hit a room that Doug had obviously lived in before (the paintings on the walls and open cans were evidence enough) Doug stopped suddenly, shaking as he looked about the room. The grip on Wheatley's handlebars was tense.

"Someone has been here." Doug whispered. His voice wavered.

"How can you tell?"

Doug carefully placed him on the ground and tiptoed towards a table pressed against the wall. Above it was a drawing of a child standing in a field of wheat. She didn't have a face.

"My files!" Doug turned away from the desk and picked him up once more, "My files are gone!"

"Anesidora is turning the lid!" The turret chirped.

"Yes, yes, you've said that." Wheatley replied to the turret before turning his attention back to Doug, "You mean to tell me that you've just been kicking around here doing research?"

"To fix _it_!" he shouted. He was a terrible sight to behold. His eyes were feverish and distant. His limbs were shaking and his sunken cheeks lent shadows to his face. He was fighting tears as he miserably wiped them away on his dirty sleeve.

"Hey, calm down, eh? It's just some paperwork, right?"

This only seemed to upset Doug more. His laugh was brittle and humorless. He sounded like he was drowning.

"Oh, okay! Okay! They were important, but I'm sure they are safe… um… somewhere. Maybe you misplaced them, right? Wrong drawer? That happens. _Man,_ does that happen! Filed them in the wrong folder? Uhg! Do I hate filing mistakes… did you know, one time I was working down in filing? yeah, I know, great promotion! Was, you know, sort of in charge, well, no, not really, but anyways, someone _actually_ misfiled some paperwork on gel testing. You know, all that stuff about how absolutely _volatile_ it is. Well! The mess we had after that, ah… I'll tell you… Got fired shortly afterward, unrelated though- _totally_ unrelated… I'm sure."

During the course of Wheatley's story, Doug had gone from a shivering wreck to simply despondent. His eyes were glazed and his breathing shallow. He shifted to sit on the floor, setting Wheatley on his thin legs. The beam from the turret slid lazily across the ceiling.

"I knew that GlaDOS was faulty." He said at last, but his face made it clear that he was definitely somewhere else "I… shouldhave stopped it, but I was… _afraid_. The notes… the ones I was keeping here… they were my research…"

Doug ran his fingers through his hair and down his face.

"I've been… writing code. _Re-writing_ code. The programmers wanted to re-write her… but," he choked. His voice was hoarse, "the facility was in lock-down… she was making us test and she had secured _it_… the programming, I mean. We couldn't see it. So we built cores to augment the programming, to _filter it_…. But the cores… didn't work. Not really. They were background noise to her, nothing but a nuisance. A conscious, like any other, that could be ignored and forgotten." His voice was distant.

His hands were back in his lap and shaking.

"I don't know how long I've…" his mouth shifted and quirked, "been researching. Years… I think. Everyone else was put in cryo but I knew. I _knew. _So, I ran and I hid," he punctuated this statement by raising his hands and making a square, "knowing that I… that I had to try. I had to do what I hadn't done before. What I wasn't strong enough to finish."

_It was my fault._

Wheatley remembered the words like they were spoken. He looked at the long and ragged fingers of Doug's hands- their chewed and broken nails, dry skin and pale flesh. He observed the shabby, sweat-stained clothing and his unkempt hair; the deep and tired creases of his face etched their by years of fatigue and malnourishment; from sorrow and regret.

"I'm sorry." Was all that Wheatley could think to say.

Doug seemed to be trying to recompose himself.

"It doesn't matter." He replied though it hardly looked it, "Chell is capable of so much. She can ruin her. I just have to make sure that she's… on the right path."

And as if he hadn't just lost everything he lifted Wheatley and stood.

There was a strange determination in his step as they left the room.

* * *

><p>"So, who do you think took it?" Wheatley asked once they were back on the catwalks.<p>

"There are… service bots… that she sometimes uses. I've evaded them before but… she shouldn't know I'm here. My cryo was separate like Chells and GlaDOS was asleep when we woke up… she shouldn't know I'm here."

That explained the cryo at least. He had probably rigged his room or bed to the system so that if one went off the other would as well. Wheatley had to admit, Doug was a very clever human.

Upwards they went, Doug's pace slowing as time went on, but he never complained and never rested. Wheatley was a little worried at the prospect of transferring to a new core- he had never done it before and the one time he had connected to the chassis had been so incomprehensibly painful that it made him scared to ask if this would be the same. He resigned himself to just not thinking about it.

It wasn't until they reached a storage area that Wheatley was certain they were getting close. It was a long hallway with large cages on either side. Most of them contained computer equipment and chairs, one was filled with boxes of shower curtains and one contained a Black Mesa logo which had been repeatedly punctured by darts.

Only a few minutes later were they standing in front of one of the large pens filled to the brim with cores. The problems were numerous. None of the cores appeared to be charged- their lights were off and none were moving. The cores themselves looked rather damaged and he wasn't sure if going into one of them would do him any good or not. Lastly, there was a key pad on the lock and neither of them new the code.

"Right… okay… I've got nothing." He said feeling pretty useless.

Doug worked at it for some time. Trying what he thought the passcode should have been and then attempting to fiddle with the box to open it, but it was to no avail. Its housing was solid.

"We don't have time for this." Doug growled giving it a firm kick with one of his long legs. Unfortunately he stumbled, teetering back. He lost his grip on Wheatley and fell back against the cage on the opposite side, but rather than catch him the gate gave way and he staggered into a stack of boxes and collapsed into a heap.

Wheatley went rolling across the floor and banged against the far wall.

"Ow! Oh, Man Alive! Doug?" he called hearing the man struggling.

"Wheatley…" Doug muttered. His footsteps were coming closer.

"I knew you were back there somewhere."

Wheatley's hopes sunk. It was _Her_.

"I really thought you were being honest with me," She said over the system, her voice sounding angry and tense, "sacrificing yourself for that little moron. It seems I was mistaken. Not only are you adopted, you're also a liar. That's just as bad."

Suddenly the lights powered down and with a swiftness that Wheatley would have never expected from the emaciated man they were running out the door and back the way they came. The catwalks clattered underfoot as Doug limped forward with some inhuman burst of energy.

Rooms were moving, back and forth threatening to block their path. Doug carefully clambered on to a vent and edged across it as best he could with his burden. The vent was angled on a gentle slope and he shuffled down it, avoiding the walkways and, hopefully _Her_.

"Do you want to know something very fascinating? I'm tired… of you. And even if you're not going to hold up your end of the deal I'm going to hold up mine. Because I'm honest like that. And fair."

A spray of bullets clipped the edge of the vent and ricocheted into the dark.

Wheatley almost screamed but Doug pulled him close pressing his hands against his speakers. _Don't speak_ he mouthed and Wheatley suddenly understood.

They kept moving quietly, hoping that they had shaken her and getting disappointed with every second as she found new ways to catch them off their guard.

They were back on the catwalks at one point and as it had been minutes since they had last heard anything they had assumed, quite wrongly, that they were safe.

The catwalk gave way.

Doug was holding onto Wheatley with all his might as they tumbled down onto the catwalk below. That one too groaned and with a terrifying cringe of metal they fell again.

There was a series of mishaps as they hit a pipe and rolled down its slope. The thin man ended up between two pipes and suspended over a yawning pit holding on to Wheatley for dear life. The loose handlebar wasn't going to be enough.

"I'm different!" The turret cried, its red light shifting rapidly in fear.

Doug's shaky fingers reached up to claw at the slick piping. He was trying desperately to get a grip. Eventually he got his arm wrapped around it and pulled himself up through the opening.

They sat there for a long while as Doug tried to catch his breath. The man was obviously in a lot of pain. His face was cut and bruised; his shirt had blood across it and new tears to show for their adventure.

When at last they were sure that nothing else was coming for them Doug tried to speak.

"Wheatley," his breath hitched in pain, "We need to fix you… I can't… The cores were the fastest… the easiest… but…"

"Unreachable." He supplied as he watched the man struggle for breath.

Doug nodded and winced.

"But there is… another option. Less certain. We have to find…" He coughed and to Wheatley's horror there was blood in it, "we have to find it."

"Find what?"

"Before the facility was closed… a co-worker…a friend… was less interested in the A.I. portion of the research." He struggled for breath, "But he… had a son… bright, clever boy…"

Wheatley couldn't figure out where exactly this was going. He though perhaps Doug had hit his head and was talking gibberish.

"His son?" Wheatley asked.

"Dead. His son… he died a few years before. But… that's not important..." he coughed again leaving splatters of blood across his hand. "My friend, he designed… an android… made the prototype, but Mr. Johnson… he hated it." And here he laughed a little, "Not _manly_ enough… stronger chin… bigger calves." He seemed to chuckle a little at the thought, "The android was put in storage."

"But we were just _in_ storage, we can't go back."

"Downstairs, storage. In an older section. I found it once, but I… It might be damaged."

"Why didn't you mention this before?" Wheatley wondered,

Doug sat quietly coughing, but his eyes darted back and forth madly. He seemed to be deciding something.

"You're dangerous." He said at last, "Unpredictable."

Wheatley couldn't bear how miserable he felt.

"So you thought to keep me in a core? _Ah_, I see how it is! You wanted me to do things but not _independently_, is that it? Ugh, I just- I can't believe this. I can't _believe_ this. You don't trust me!" He accused.

Doug's unnerving smile pulled his face though he looked pained and sad.

"I have to save her…" He whispered.

Wheatley sobered.

"I thought she would have… a better chance… with you. It worked before. Why not again? But this time…" Doug sputtered and coughed, but Wheatley didn't need for him to finish.

"This time, I wouldn't become a bloody monster." He provided.

* * *

><p>It took a long time for them to find it. Doug was worse with every step he managed and the fact that he had to carry Wheatley and the turret only slowed their progress more.<p>

The storage area was much like the one from upstairs except that this one wasn't connected to the grid. It had no power and was in a section clearly marked condemned. The locks on the gates were disengaged. They opened easily without setting off any alarms.

"This one." Doug muttered, pushing open the gate and staggering in.

A lone crate sat in the middle of the pen. Its shape and proportions made it look like a coffin which reminded Wheatley of the dead son. Was putting this down here like burying him a second time?

Very carefully Doug set Wheatley down and pushed open the lid of the box.

"It's here." He said reaching into it, but Wheatley couldn't see anything from his vantage point on the floor, "It's still in good condition. This is perfect… and she won't be able to… engage the retrieval chip… or at least, she won't think she can." He gasped.

"Ah, right- _the chip_. Clever that." Wheatley said dejectedly from the floor.

Doug's head shot back in a barking laugh, sharp and abrupt. He was clearly in pain, but unable to help himself.

"It was the greatest lie we ever wrote." He wheezed with excitement. He smiled, leaning close to Wheatley. His palms were forward and his fingers splayed. The look in his eyes was joyous and mad. His lips quivered as if in anticipation of imparting some wondrous secret; and when it came his voice was hushed and reverent, "There _is_ no chip."

Wheatley's sadness was temporarily put on hold.

"Anesidora is turning the lid!" The turret cried its beam spinning and its legs excitedly waving, "There is no lid!"

* * *

><p><strong>AN<strong>: Hey everybody! Sorry for the little wait there, I just had trouble figuring this chapter out and getting it down. Hope no one minds that Wheatley is going to become Android!Wheatley, but I felt that in order for everything to work out then it needed to be done.

Now, the last time I posted a chapter I posted it at about 5 in the morning, went and put my head on a pillow and then realized I had made a mistake! _Oh no!_ I thought, because I needed to fix it right away, but at least it was early and the chances were no one had read it yet.

Nope. I had two new reviews waiting for me, lol! You guys are quick. So, just so everyone knows, in the last chapter (before I made changes) I had Doug confirm with Wheatley that he had retrieved him using the infamous retrieval chip HOWEVER in my updated version he DOES NOT say this and just says to Wheatley that he retrieved him. That's it. Sorry if there was any confusion.

**msfcatlover: **Yeah, originally I had Wheatley yelling "put me down" repeatedly, but ffnet didn't like that and deleted it. Thank you for letting me know! It's been corrected :)

**reverse-mermaid: **It was on purpose, but hopefully in the next couple chapters everything will become clear. You're thinking along all the right lines though. :)


End file.
